Page 241 - Albanian law on entrepreuners and companies - text with with commentary

FIRST PART

CORPORATE GOVERNANCE PRINCIPLES FOR ALL UNLISTED JOINT-STOCK
COMPANIES

Principle 1: Shareholders of companies should establish an appropriate constitutional and
governance framework for the company.

Principle 2: Every company should strive to establish effective board which is collectively
responsible for the long-term success of the company, including the definition of the
corporate strategy.

Principle 3: The size and composition of the board should reflect the scale and complexity of
the company.

Principle 4: The board should meet sufficiently regularly to discharge its duties, and should
be supplied in a timely manner with appropriate information.

Principle 5: Levels of remuneration should be sufficient to attract, retain and motivate
executive and non-managing directors of the quality required for running the company
successfully. Individuals should not be responsible for setting their own remuneration.
Arrangements for remunerating directors should be approved by shareholders, especially
when this involves grants of shares and options.

Principle 6: The board is responsible for risk oversight and should maintain a sound system
of internal control to safeguard company’s interests and shareholders’ investments.

Principle 7: There should be a dialogue between the board and the shareholders based on
the mutual understanding of objectives. The board as a whole has responsibility for ensuring
that a satisfactory dialogue with all shareholders takes place.

Principle 8: All directors should receive induction on joining the board and should regularly
update and refresh their skills and knowledge.

Principle 9: Family-controlled companies should establish family governance mechanisms
that promote coordination and mutual understanding amongst family members, as well as
organize the relationship between family business governance and corporate governance.

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